Confidential

INDEPENDENT CONTRACTOR AGREEMENT

lHIS INDEPENDENT CONTRACTOR AGREEMENT (this IrAgreement") is made effective as of May 1,
2009 by and among AEG Uve Productions LlC, a Delaware limited liability company ("Producer"), on the one
hand, and GCA Holdings LLC, a Nevada limited liability company ("GCAl, and Dr. Conrad Murray ("Dr.
Murray"), on the other hand.
RECITALS
A. Producer holds the exclusive right to produce and promote a series of concert performances
of Michaal Jackson (the ""Artistj scheduled to take place at the 02 Arena In London, England between
approximately July 13, 2009 and March 6, 2010 rFirst Concert Series") (the "'Artist Agreement"). At the
Artist's request, Producer has agreed to retain the services of Dr. Murray for the benefit of the Artist
throughout the duration of the Concert Series on the terms set forth herein.
B. Dr. Murray represents he is a licensed cardiologist practidng in Las Vegas, Nevada and that
he acts as the Artist's genera. practitioner. Dr. Murray is employed by GCA. Dr. Murray desires to provide
medical services to the Artist during the Concert Series on the terms set forth herein.
AGREEMENT
NOW THEREFORE, in consideration for the mutual oovenants that are contained in this
Agreement, the parties hereto hereby agree as follows:
1. SCOPE OF SERVICES. Producer hereby engages GCA to provlde the services of Dr.
Murray, and GCA and Dr. Murray hereby agree that Dr. Murray will provide generaf medicar care to the Artist
throughout the duration of the Term ("Servicesj. Such Services will be administered professionally and
with the greatest degree of care to be expected from similar1y situated members in the medical field. Such
services shall indude, without limitation, tending to the Artist's general medical needs and assisting and
treating the Artist in the case of a medical emergency. Dr. Murray shaH also provide such other services as
are reasonably requested by Art[st from time to time during the term hereof. Dr. Murray shall perform such
services in London, England during any time periods in which the Artist is located in London
l
and at all other
times during the Term, the Services will be performed in the United States.
2. D!Y!!t. The term of this Agreement shall commence as of May 1, 2009 and shall continue
through the end of the last performance of the Artist in the Concert Series unless sooner terminated in
accordance with the terms and conditions of this Agreement (the "Tenn").
3. COMPENSATION AND OTHER BEN EmS. As full and complete compensation for all of
the Services to be proWled by Dr. Murray under this Agreement, Producer shall remit payment to GCA in the
amount of $150,000 per month to be paid on the later of the fifteenth day of the month or five (5) business
days after the execution and delivery of the Agreement. Such monthly payment shall compensate GCA for
the services rendered by Dr. Murray commencing on the 1st day of the applicable month through and
including the last day of such montll. In addition, Producer shall provide the foUewing during the Term:
3.1 Producer shall provide Dr. Murray with a first class airfare from Nevada. or California
to the United Kingdom on or around July 3,2009 and first crass airfare from the United Kingdom to Nevada
or California at the end of the Tenn.
3.2 Producer shall arrange for mutually approved housing aexommodations in London
for Dr. Murray and his family for the duration of the Term.
3.3 Producer shall provide Dr. Murray for his use during the Term with medical
equipment requested by Dr. Murray to assist him in performing the Services as approved by Producer
("Equipment"). The Equipment Will include a portable cardio pulmonary resuscitation unit ("CPR Machine"),
AEGL000127388
Exhibit 168 - 1
Confidential
INDEPENDENT CONTRACTOR AGREEMENT
lHIS INDEPENDENT CONTRACTOR AGREEMENT (this IrAgreement") is made effective as of May 1,
2009 by and among AEG Uve Productions LlC, a Delaware limited liability company ("Producer"), on the one
hand, and GCA Holdings LLC, a Nevada limited liability company ("GCAl, and Dr. Conrad Murray ("Dr.
Murray"), on the other hand.
RECITALS
A. Producer holds the exclusive right to produce and promote a series of concert performances
of Michaal Jackson (the ""Artistj scheduled to take place at the 02 Arena In London, England between
approximately July 13, 2009 and March 6, 2010 rFirst Concert Series") (the "'Artist Agreement"). At the
Artist's request, Producer has agreed to retain the services of Dr. Murray for the benefit of the Artist
throughout the duration of the Concert Series on the terms set forth herein.
B. Dr. Murray represents he is a licensed cardiologist practidng in Las Vegas, Nevada and that
he acts as the Artist's genera. practitioner. Dr. Murray is employed by GCA. Dr. Murray desires to provide
medical services to the Artist during the Concert Series on the terms set forth herein.
AGREEMENT
NOW THEREFORE, in consideration for the mutual oovenants that are contained in this
Agreement, the parties hereto hereby agree as follows:
1. SCOPE OF SERVICES. Producer hereby engages GCA to provlde the services of Dr.
Murray, and GCA and Dr. Murray hereby agree that Dr. Murray will provide generaf medicar care to the Artist
throughout the duration of the Term ("Servicesj. Such Services will be administered professionally and
with the greatest degree of care to be expected from similar1y situated members in the medical field. Such
services shall indude, without limitation, tending to the Artist's general medical needs and assisting and
treating the Artist in the case of a medical emergency. Dr. Murray shaH also provide such other services as
are reasonably requested by Art[st from time to time during the term hereof. Dr. Murray shall perform such
services in London, England during any time periods in which the Artist is located in London
l
and at all other
times during the Term, the Services will be performed in the United States.
2. D!Y!!t. The term of this Agreement shall commence as of May 1, 2009 and shall continue
through the end of the last performance of the Artist in the Concert Series unless sooner terminated in
accordance with the terms and conditions of this Agreement (the "Tenn").
3. COMPENSATION AND OTHER BEN EmS. As full and complete compensation for all of
the Services to be proWled by Dr. Murray under this Agreement, Producer shall remit payment to GCA in the
amount of $150,000 per month to be paid on the later of the fifteenth day of the month or five (5) business
days after the execution and delivery of the Agreement. Such monthly payment shall compensate GCA for
the services rendered by Dr. Murray commencing on the 1st day of the applicable month through and
including the last day of such montll. In addition, Producer shall provide the foUewing during the Term:
3.1 Producer shall provide Dr. Murray with a first class airfare from Nevada. or California
to the United Kingdom on or around July 3,2009 and first crass airfare from the United Kingdom to Nevada
or California at the end of the Tenn.
3.2 Producer shall arrange for mutually approved housing aexommodations in London
for Dr. Murray and his family for the duration of the Term.
3.3 Producer shall provide Dr. Murray for his use during the Term with medical
equipment requested by Dr. Murray to assist him in performing the Services as approved by Producer
("Equipment"). The Equipment Will include a portable cardio pulmonary resuscitation unit ("CPR Machine"),
AEGL000127388

Confidential
saline, catheters, needles, a gurney and other mutually approved medical equipment necessary for the
Services.
3.4 Producer shall pay a mubJal approved fee for a qualified assistant medical person
(the "'Assistant'') selected by Dr. Murray and approved by Producer. The Assistant will provide assfstaoce in
connection with the Services required of Dr. Murray under this Agreement.
3.5 Producer shall at the sole expense of Producer, procure and at aU times maintain
during the Term Travel, Accident &: Sk::kness Insurance ('lAS!'') for Dr. Murray.
3.6 At Dr. MlJrray's or GCA's request and expenses} Producer shall arrange for TASI for
Dr. Murray's family during the Term. .
4. RESpONSlBIUTIES OF GCA/DR. MURRAY. Without in any w ~ limiting any other term
or provision of this Agreement or any obligation of GCA or Or. Murray hereunder, GCA and Dr. Murray shall:
4.1 Perform the Services reasonably requested by Producer.
4.2 Adhere to all laws, polides, rules, and regulations applicable to the Services to be
provided by Dr. Murray pursuant to this Agreement.
4.3 Obtain, maintain and comply with all licenses
i
permits and franchises or other
approvals required by any applicable law or from any governmental agency or authority to permit or
otheswise legally authorize Dr. Murray to perfonn any and all of the Services and to fulfill all of his
obligations under this Agreement including in acrordance with any and all applicable laws in the United
Kingdom.
4.4 Present to Pnxlucer within two (2) weeks from the date of this Agreement
documented proof of any and all licenses required for Dr. Murray to practice mecUcine in the United States
and to perform the Services under this Agreement.
4.5 Present to Producer no later than July 3( 2009 documented proof of any and all
licenses required for Dr. Munay to practice medicine in the United Kingdom and to perfonn the ServICes
under this Agreement to the reasonable satisfaction of the producer.
5. INDEMNIFICADON. GCA and Dr. Murray agrees to indemnify, defend (at the option of
Producer and with counsel reasonably satisfactol)' to Producer} and forever save and hold harmless
Producer, its affiliates or related entities, Artist, and their respective principals, 5 harehoklers, members,
partners, officers, directors, employees, representatives, tenants, agents, Dr. Murrays and volunteers
(sometimes collectively referred to herein as the "Producer Indemnltees" and individually as a "Producer
Indemnitee"), from and against any and all damages, claIms, tosses, demands, costs, expenses (including
attorneys, fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual,
which anyone of the Producer Indemnttees may suffer or incur arising directly or indirectly out of or in
connection with any negligence or wilful misconduct by Dr. Murray (or Dr. MUlTay's affiliates and family
members
l
induding but not limited to his famify members and the Nurse) or the failure of Or. Murray and/or
the Assistant) to perform the Services in accordance with the terms of this Agreement, except to the extent
arising from the gross negligence or willful misconduct of Producer or Artist. The foregoing indemnification
shall survive any termination or the expiration of the term of this Agreement.
6. INSURANCE.
6.1 Without in any way limiting or altering the indemnification requirements of GCA
under or pursuant to this Agreement, GCA shall, at its sole expense, procure and at all times maintain during
the Term of this Agreement all of the following insurance:
2
AEGL000127389
Exhibit 168 - 2
Confidential
saline, catheters, needles, a gurney and other mutually approved medical equipment necessary for the
Services.
3.4 Producer shall pay a mubJal approved fee for a qualified assistant medical person
(the "'Assistant'') selected by Dr. Murray and approved by Producer. The Assistant will provide assfstaoce in
connection with the Services required of Dr. Murray under this Agreement.
3.5 Producer shall at the sole expense of Producer, procure and at aU times maintain
during the Term Travel, Accident &: Sk::kness Insurance ('lAS!'') for Dr. Murray.
3.6 At Dr. MlJrray's or GCA's request and expenses} Producer shall arrange for TASI for
Dr. Murray's family during the Term. .
4. RESpONSlBIUTIES OF GCA/DR. MURRAY. Without in any w ~ limiting any other term
or provision of this Agreement or any obligation of GCA or Or. Murray hereunder, GCA and Dr. Murray shall:
4.1 Perform the Services reasonably requested by Producer.
4.2 Adhere to all laws, polides, rules, and regulations applicable to the Services to be
provided by Dr. Murray pursuant to this Agreement.
4.3 Obtain, maintain and comply with all licenses
i
permits and franchises or other
approvals required by any applicable law or from any governmental agency or authority to permit or
otheswise legally authorize Dr. Murray to perfonn any and all of the Services and to fulfill all of his
obligations under this Agreement including in acrordance with any and all applicable laws in the United
Kingdom.
4.4 Present to Pnxlucer within two (2) weeks from the date of this Agreement
documented proof of any and all licenses required for Dr. Murray to practice mecUcine in the United States
and to perform the Services under this Agreement.
4.5 Present to Producer no later than July 3( 2009 documented proof of any and all
licenses required for Dr. Munay to practice medicine in the United Kingdom and to perfonn the ServICes
under this Agreement to the reasonable satisfaction of the producer.
5. INDEMNIFICADON. GCA and Dr. Murray agrees to indemnify, defend (at the option of
Producer and with counsel reasonably satisfactol)' to Producer} and forever save and hold harmless
Producer, its affiliates or related entities, Artist, and their respective principals, 5 harehoklers, members,
partners, officers, directors, employees, representatives, tenants, agents, Dr. Murrays and volunteers
(sometimes collectively referred to herein as the "Producer Indemnltees" and individually as a "Producer
Indemnitee"), from and against any and all damages, claIms, tosses, demands, CDSts, expenses (including
attorneys, fees and costs), obligations, liens, liabilities, actions and causes of action, threatened or actual,
which anyone of the Producer Indemnttees may suffer or incur arising directly or indirectly out of or in
connection with any negligence or wilful misconduct by Dr. Murray (or Dr. MUlTay's affiliates and family
members
l
induding but not limited to his famify members and the Nurse) or the failure of Or. Murray and/or
the Assistant) to perform the Services in accordance with the terms of this Agreement, except to the extent
arising from the gross negligence or willful misconduct of Producer or Artist. The foregoing indemnification
shall survive any termination or the expiration of the term of this Agreement.
6. INSURANCE.
6.1 Without in any way limiting or altering the indemnification requirements of GCA
under or pursuant to this Agreement, GCA shall, at its sole expense, procure and at all times maintain during
the Term of this Agreement all of the following insurance:
2
AEGL000127389

Confidential
(a) Commercial general liability insurance rCGL
Jl
) and, if necessary, commercial
umbrella insurance with a limit of not less than $2,000,000 each occurrence. If such CGl insurance contains
a general aggregate limit, such limit shall apply separately to Dr. Murray's coverage fur its provision of the
Services hereunder.
(b) Business auto liability insurance and, if necessary, commercial umbrella
liability insurance with a limit of not less ttlan $1,000,000 each accident.
ee) Workers compensation insurance with statutory benefits as required by any
state or federal law, induding "other states" insurance and employers liability insurance (and, if necessalY,
ccrnmercial umbrella liability insurance) with limits not less than $1,000,000 each accIdent for bodily injury
by accident or $1,000,000 each employee for bodily iJljury by disease.
Cd) Medical malpractice insurance covering the services of Dr. Murray under this
Agreement as required by all applicable laws, but in no event shall such insurance provide coverage of less
than $2,000
/
000 per daim.
6.2 COnOJrrently with the execution of this Agreement and at such other times as
reasonably requested by Producer, GCA shaH deliver to Producer certffJcates of insurance confirming the
existence of the insurance required by this Agreement and naming Producer and its affiliates as additional
insureds thereunder. In addition, upon the demand of Producer, GCA shall cleliver to Producer copies of any
insurance poliCies required under this Agreement.
6.3 Nothing contained herein shall be construed as limiting in any way the extent to
Which GCA or Dr. MurraV may be held responsible for payment of damages or other sums to persons or
property resulting from Dr. MUlTay's (or Or. Murray's subcontractors, if any) performance or failure to
perform under this Agreement or resulting from any other acts or failure to act on the part of Dr. Murray.
7.
follows:
TERMJNADQN. The Term of this Agreement and this Agreement may be terminated as
7.1 Immediately by Producer or Dr. Murray, respectively, for cause upon the failure of
the other to perform any of its material obligations hereunder which has not been cured within 5 business
days following the defaulting party's receipt of written notice from the non-defaultlng party, or, if cure is not
reasonably possible within said 5 business day period, if the defaulting party has not taken meaningful steps
within such time pertcxl to cure such default and thereafter promptly cure such default.
7.2 Immediately by Producer if the Concert Series is cancelled or postjX)ned at any time
and for any reason, induding but not limited to, conditions beyond Producer's ronb'ol including, but not
limited to Acts of Goo, Government restrictions (indudlng the denial or cancellation of any necessary
license), wars, insurrections and/or any other cause beyond the reasonable control of Producer.
7.3 Immediately by Producer if the Artist decides for any reason that the Artist no
longer wants or needs the services of Dr. Murray.
7.4 Immediately by ProdUCEr if Dr. Murray failS to obtain, maintain and comply with all
licenses, pennits and franchises or other approvals required by any applicable law or from any governmental
agency or authority requIred to permit or otherwise legally authorize Dr. Murray to perform any and all of
the Services and fulfil all of his obligatiOnS under this Agreement.
7.5 Immediately by Producer if Dr. Murray fails to present to Producer within two (2)
weeks from the date d this Agreement dorumented proof that he is legally authorized to practice medicine
in the United States to the reasonable satisfaction of producer.
3
AEGL000127390
Exhibit 168 - 3
Confidential
(a) Commercial general liability insurance rCGL
Jl
) and, if necessary, commercial
umbrella insurance with a limit of not less than $2,000,000 each occurrence. If such CGl insurance contains
a general aggregate limit, such limit shall apply separately to Dr. Murray's coverage fur its provision of the
Services hereunder.
(b) Business auto liability insurance and, if necessary, commercial umbrella
liability insurance with a limit of not less ttlan $1,000,000 each accident.
ee) Workers compensation insurance with statutory benefits as required by any
state or federal law, induding "other states" insurance and employers liability insurance (and, if necessalY,
ccrnmercial umbrella liability insurance) with limits not less than $1,000,000 each accIdent for bodily injury
by accident or $1,000,000 each employee for bodily iJljury by disease.
Cd) Medical malpractice insurance covering the services of Dr. Murray under this
Agreement as required by all applicable laws, but in no event shall such insurance provide coverage of less
than $2,000
/
000 per daim.
6.2 COnOJrrently with the execution of this Agreement and at such other times as
reasonably requested by Producer, GCA shaH deliver to Producer certffJcates of insurance confirming the
existence of the insurance required by this Agreement and naming Producer and its affiliates as additional
insureds thereunder. In addition, upon the demand of Producer, GCA shall cleliver to Producer copies of any
insurance poliCies required under this Agreement.
6.3 Nothing contained herein shall be construed as limiting in any way the extent to
Which GCA or Dr. MurraV may be held responsible for payment of damages or other sums to persons or
property resulting from Dr. MUlTay's (or Or. Murray's subcontractors, if any) performance or failure to
perform under this Agreement or resulting from any other acts or failure to act on the part of Dr. Murray.
7.
follows:
TERMJNADQN. The Term of this Agreement and this Agreement may be terminated as
7.1 Immediately by Producer or Dr. Murray, respectively, for cause upon the failure of
the other to perform any of its material obligations hereunder which has not been cured within 5 business
days following the defaulting party's receipt of written notice from the non-defaultlng party, or, if cure is not
reasonably possible within said 5 business day period, if the defaulting party has not taken meaningful steps
within such time pertcxl to cure such default and thereafter promptly cure such default.
7.2 Immediately by Producer if the Concert Series is cancelled or postjX)ned at any time
and for any reason, induding but not limited to, conditions beyond Producer's ronb'ol including, but not
limited to Acts of Goo, Government restrictions (indudlng the denial or cancellation of any necessary
license), wars, insurrections and/or any other cause beyond the reasonable control of Producer.
7.3 Immediately by Producer if the Artist decides for any reason that the Artist no
longer wants or needs the services of Dr. Murray.
7.4 Immediately by ProdUCEr if Dr. Murray failS to obtain, maintain and comply with all
licenses, pennits and franchises or other approvals required by any applicable law or from any governmental
agency or authority requIred to permit or otherwise legally authorize Dr. Murray to perform any and all of
the Services and fulfil all of his obligatiOnS under this Agreement.
7.5 Immediately by Producer if Dr. Murray fails to present to Producer within two (2)
weeks from the date d this Agreement dorumented proof that he is legally authorized to practice medicine
in the United States to the reasonable satisfaction of producer.
3
AEGL000127390

Confidential
7.6 Immediately by Producer if Dr. Murray fails to present to Producer no later than July
3, 2009 documented proof that he is legally authorized to practice medicine in the United Kingdom to the
reasonable satisfaction of the producer.
7.7 following any termination "of this Agreement, Producer shall only be required to pay
to GCA or the Assistant any compensation earned by GCA or the Assistant for any Services satisfactorily
performed by Dr. Murray or the Assistant prior to the date of such telmination; provided however, in the
event of a telTninatlon under Sections 7.2 or 7.3 abovej GCA shall have no obUgation to refund any portion
of any installment due and payable before the effective date of such termination even if ltle termination is
effective before the end of the applicable month (i.eo, there will be no pro-ration of amounts paid or payable
during such month).
7.8 Fo"owing any tenninatiQn of this Agreement, all equipment or medical supplies
purchased in connection with this Agreement shall immediately be returned to Producer.
8. INDEPENDENT CONTRACTOR STATUS. GCA and Dr. Murray Is engaged hereunder as
an Independent Contractor and as such shall be solely responsible for full compliance with all requirements
under all laws and regulations of the United States and the United Kingdom now or in the future applicable
to GCA and the services of Dr. Murray, his business affairs and his performance of his duties under or
pursuant to this Agreement, including, without limitation, state and federal taxes applicable to this
Agreement (including payroll taxes), unemployment insurance and other insuraoce applicable and necessary.
The relationship created by this Agreement is that of Independent Contractors, and nothing contained in this
Agreement shall be deemed or construed as creating any partnership, joint venture, employment
relationship, agency or other relationship between the parties. Neither party shall have the right, power or
authority to waive any right, grant any release, make any contract or other agreement, or assume or create
any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind
the otf1er party In any manner for anything whatsoever or otherwise to act in the name of the other party.
No affiliate (including but not limited to GCA, Dr. Murray's family members and the Assistant), employee,
agent, or servant of Dr. Murray shall be deemed at any time to be an employee, servant, or agent of
Producer for any purpose whatsoever. GCA and Dr. Murray shall require all of his personnef to refrain from
making any representation by word or conduct whereby any other person might understand or believe that
such persons are employees, agents, or servants of Producer.
9. ARTIST CONSENT. The effect of thiS Agreement is conditioned upon the approval aod
consent of the Artist. Without the Artist's expressed and written approvaJ of the Agreement neither party to
the Agreement will have any rights or obligations to one another arising from the Agreement.
10. CONflDENIIAL lNfORMAUON. During the term of this Agreement, GCA, Dr. Murray
and his affiliates (Indudlng but not lImited to his family members and the Assistant), employees, and agents,
Dr. Murray's representatives may gain acx:ess or be exposed to certain oonfidential and proprietary
information relating to the business of Producer and/or Artist GCA and Dr. Murray agrees, for himself and
his affiliates (including but not limited to his family members and the Assistant), employees, agents-,c and
representatives, that all such confidential and proprietary information shall remain and be kept in strictest
confidence and shall not be disdosecl to or used by any person or entity without the prior written consent of
Producer, wh.cn consent may be withheld by Producer in Its sole and absolute discretion. The obligation to
maintain confidentiality provided herein shall survive any termination or expiration of the Term of this
Agreement and may be enforced by injunctive relief or other equitable or legal remedies without the
necessity of posting a bond or prov'ng inadequacy of legal remedies and without proving that Producer,
Artist or any of Artist's or Producer's respective affiliates or any of their respective affiliates, partners,
Proclucer'sr employees, agents, or" representatives would suffer irreparable harm as a result of a violation of
such confidentiality obligation.
11. EFFECT Of AGREEMENI/!5SIGNMENL This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and to their respective affiliates, officers, directors,
shareholders, members, partners, Producer's, employees, agents, representativeS, successors and assigns;
4
AEGL000127391
Exhibit 168 - 4
Confidential
7.6 Immediately by Producer if Dr. Murray fails to present to Producer no later than July
3, 2009 documented proof that he is legally authorized to practice medicine in the United Kingdom to the
reasonable satisfaction of the producer.
7.7 following any termination "of this Agreement, Producer shall only be required to pay
to GCA or the Assistant any compensation earned by GCA or the Assistant for any Services satisfactorily
performed by Dr. Murray or the Assistant prior to the date of such telmination; provided however, in the
event of a telTninatfoll under Sections 7.2 or 7.3 abovej GCA. shall have no obUgation to refund any portion
of any installment due and payable before the effective date of such termination even if ltle termination is
effective before the end of the applicable month (i.eo, there will be no pro-ration of amounts paid or payable
during such month).
7.8 Fo"owing any tenninatiQn of this Agreement, all equipment or medical supplies
purchased in connection with this Agreement shall immediately be returned to Producer.
8. INDEPENDENT CONTRACTOR STATUS. GCA and Dr. Murray Is engaged hereunder as
an Independent Contractor and as such shall be solely responsible for full compliance with all requirements
under all laws and regulations of the United States and the United Kingdom now or in the future applicable
to GCA and the services of Dr. Murray, his business affairs and his performance of his duties under or
pursuant to this Agreement, including, without limitation, state and federal taxes applicable to this
Agreement (including payroll taxes), unemployment insurance and other insuraoce applicable and necessary.
The relationship created by this Agreement is that of Independent Contractors, and nothing contained in this
Agreement shall be deemed or construed as creating any partnership, joint venture, employment
relationship, agency or other relationship between the parties. Neither party shall have the right, power or
authority to waive any right, grant any release, make any contract or other agreement, or assume or create
any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind
the otf1er party In any manner for anything whatsoever or otherwise to act in the name of the other party.
No affiliate (including but not limited to GCA, Dr. Murray's family members and the Assistant), employee,
agent, or servant of Dr. Murray shall be deemed at any time to be an employee, servant, or agent of
Producer for any purpose whatsoever. GCA and Dr. Murray shall require all of his personnef to refrain from
making any representation by word or conduct whereby any other persoll might understand or believe that
such persons are employees, agents, or servants of Producer.
9. ARTIST CONSENT. The effect of thiS Agreement is conditioned upon the approval aod
consent of the Artist. Without the Artist's expressed and written approvaJ of the Agreement neither party to
the Agreement will have allY rights or obligations to one another arising from the Agreement.
10. CONflDENIIAL lNfORMAUON. During the term of this Agreement, GCA, Dr. Murray
and his affiliates (Indudlng but not lImited to his family members and the Assistant), employees, and agents,
Dr. Murray's representatives may gain acx:ess or be exposed to certain oonfidential and proprietary
information relating to the business of Producer and/or Artist GCA and Dr. Murray agrees, for himself and
his affiliates (including but not limited to his family members and the Assistant), employees, agents-,c and
representatives, that all such confidential and proprietary information shall remain and be kept in strictest
confidence and shall not be disdosecl to or used by any person or entity without the prior written consent of
Producer, wh.cn consent may be withheld by Producer in Its sole and absolute discretion. The obligation to
maintain confidentiality provided herein shall survive any termination or expiration of t:I1e Term of this
Agreement and may be enforced by injunctive relief or other equitable or legal remedies without the
necessity of posting a bond or prov'ng inadequacy of legal remedies and without proving that Producer,
Artist or any of Artist's or Producer's respective affiliates or any of their respective affiliates, partners,
Proclucer'sr employees, agents, or" representatives would suffer irreparable harm as a result of a violation of
such confidentiality obligation.
11. EFFECT Of AGREEMENI/!5S1GNMENL This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and to their respective affiliates, officers, directors,
shareholders, members, partners, Producer's, employees, agents, representativeS, successors and assigns;
4
AEGL000127391

Confidential
provided, however, that this Agreement may not be assigned by GCA or Dr. Murray, nor may any of Dr.
M u r r a y ~ 5 duties herecmder be delegated, witholJt the prior written consent of Producer and Artist, which
consent may be withheld by Producer and Artist in their respective sole and absolute discretion.
Notwithstanding any other term or provision of this Agreement, Producer shall be entitled to assign its rights
and obligations under this Agreement without the prior approval of GCA or Dr. Murray.
12. NQUCES. Except as otherwise expressly provided in this Agreement, any and an notfces or
other communication required or perrnH:ted under or pursuant to this Agreement shall be in writing and shall
be delivered either by personal delivery or by certified or registered mail, retum receipt requested, postage
prepaid by United States mail, addressed as follows:
Producer:
GCAand
Dr. Murray:
Artist:
AEG Live Productions LLC
5750 Wifshire Blvd., Suite SOl
Los Angeles, CA 90036
Attention: Legal Department
GCA Holdings LLC
Attn: Dr. Conrad Murray
2110 East Flamingo Road, Suite 301
Las Vegas, NV 89119
Michael Jackson
All notices shall be deemed delivered either upon actual receipt thereof if personally deliVered or, if mailed,
on the third day following deposit in the United States mails as provided above. Either party may change
the address at which it receives notices by notifying the other party of such change in the manner provided
herein.
13. HEADINGS. The headings preceding the text of the sections and paragraphs of this
Agreement have been inserted solely for convenience of reference and shall not constitute a part of this
Agreement nor affect its meaningl interpretation or effect.
14. WAIVER. No course of dealing or delay by either party to this Agreement in exercising any
right, power or remedy under this Agreement will operate as a waiver of any right, power or remedy of that
party, and no waiver by a party of a breach of any proviSion of tI1is Agreement will not be oonsidered or
constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself.
15. CHOICE OF LAW/DIspUTE RESQWIJQN. The validity, interpretation, constrlJction and
enforcemellt of this Agreement shall be governed and controlled by the laws of the State of California,
without regard to that State's rules with respect to choice of law. The parties each consent and agree that
the exdusive, proper and convenient venue for any legal proceeding relating to this Agreement or any
instrument or agreement executed pursuant to this Agreement is Los Angeles County, california and each
party waives any defense, whether asserted by motion or pIeacIing, that Los Angeles County, Califomia is an
improper or inconvenient venue. In the event of any dispute hereunder, tile parties agree to submit tile
dispute for arbitration in Los Angeles County, california in accordance with the Commercial Arbitration Rules
for the American Arbitration Association. The determination of the arbitrator shall be final and conclusive
upon the parties hereto.
16. SEYERABILUy. If any covenant, term or proviSion of this Agreement is deemed to be
contrary to law, that covenant, term or provision will be deemed separable from the remaining covenants,
terms and provisions of this Agreement and will not effect the validity, interpretation or effect of the
remainder of this Agreement.
5
AEGL000127392
Exhibit 168 - 5
Confidential
provided, however, that this Agreement may not be assigned by GCA or Dr. Murray, nor may any of Dr.
M u r r a y ~ 5 duties herecmder be delegated, witholJt the prior written consent of Producer and Artist, which
consent may be withheld by Producer and Artist in their respective sole and absolute discretion.
Notwithstanding any other term or provision of this Agreement, Producer shall be entitled to assign its rights
and obligations under this Agreement without the prior approval of GCA or Dr. Murray.
12. NQUCES. Except as otherwise expressly provided in this Agreement, any and an notfces or
other communication required or permitted under or pursuant to this Agreement stlall be in writing and shall
be delivered either by personal delivery or by certified or registered mail, retum receipt requested, postage
prepaid by United States mail, addressed as follows:
Producer:
GCAand
Dr. Murray:
Artist:
AEG Live Productions LLC
5750 Wifshire Blvd., Suite SOl
Los Angeles, CA 90036
Attention: Legal Department
GCA Holdings LLC
Attn: Dr. Conrad Murray
2110 East Flamingo Road, Suite 301
Las Vegas, NV 89119
Michael Jackson
All notices shall be deemed delivered either upon actual receipt thereof if personally deliVered or, if mailed,
on the third day following deposit in the United States mails as provided above. Either party may change
the address at which it receives notices by notifying the other party of such change in the manner provided
herein.
13. HEADINGS. The headings preceding the text of the sections and paragraphs of this
Agreement have been inserted solely for convenience of reference and shall not constitute a part of this
Agreement nor affect its meaningl interpretation or effect.
14. WAIVER. No course of dealing or delay by either party to this Agreement in exercising any
right, power or remedy under this Agreement will operate as a waiver of any right, power or remedy of that
party, and no waiver by a party of a breach of any proviSion of tI1is Agreement will not be oonsidered or
constitute a waiver of any succeeding breach of the provision or a waiver of the provision itself.
15. CHOICE OF LAW/DIspUTE RESQWIJQN. The validity, interpretation, constrlJction and
enforcement of this Agreement shall be governed and controlled by the laws of the State of California,
without regard to that State's rules with respect to choice of law. The parties each consent and agree that
the exdusive, proper and convenient venue for any legal proceeding relating to this Agreement or any
instrument or agreement executed pursuant to this Agreement is Los Angeles County, california and each
party waives any defense, whether asserted by motion or pleading, that los Angeles County, Califomia is an
improper or inconvenient venue. In the event of any dispute hereunder, tile parties agree to submit tile
dispute for arbitration in Los Angeles County, california in accordance with the Commercial Arbitration Rules
for the American Arbitration Association. The determination of the arbitrator shall be final and conclusive
upon the parties hereto.
16. SEYERABILUy. If any covenant, term or proviSion of this Agreement is deemed to be
contrary to law, that covenant, term or provision will be deemed separable from the remaining covenants,
terms and provisions of this Agreement and will not effect the validity, interpretation or effect of the
remainder of this Agreement.
5
AEGL000127392

..
Confidential
17. OTHER ASSURANCES. The parties agree to take such further acts and to execute such
further dOC1Jments tt1at may be necessary or convenient to carry out the intents and purposes of this
Agreement.
18. ENURE AGREEMENL This Agreement expresses and contains the entire agreement and
understanding between the parties hereto with respect to the subject matter hereof and supersedes and
replaces any and all prior agreements and understandings, either oral or written, with respect to the subjed:
matter hereof. This Agreement may not be modified, altered or amended-except by a written instrument
signed by both parties.
19. REPRESENTAUQN. Dr. Murray hereby represents and warrants that he is licensed in
califomia, Nevada, Texas and Hawaii to practice medidne and to perform any and all selVices required to be
perfonned by him in tf1e United States under this agreement.
20. couNTERPARTS. This Agreement may be executed in oounterparts and delivered by
facsimile or email in a pdf format. each ri which shalf be deemed an original, but all d which together sha.
CDnstitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Los Angeles(
cafifornia and have made it effective as of the day and year first above written.
AEG Uve Productions LLC
Name:
Title: An Authorized Representative
Dated: June 24,2009
The Undersigned hereby ClOIIfirms that he has requested Producer to engage Dr. Murray on the
terms set forth herien on behalf of and at the expense of the undersigned:
MICHAEL JACKSON
~ : - - - - - - - - - - - - - -
Michae. ladcson
An individual
Dated: June 24,2009
6
AEGL000127393
Exhibit 168 - 6
..
17. OTHER ASSURANCES. The parties agree to take such further acts and to execute such
further dOC1Jments tt1at may be necessary or convenient to carry out the intents and purposes of this
Agreement.
18. ENURE AGREEMENT. This Agreement expresses and contains the entire agreement and
understanding between the parties hereto with respect to the subject matter hereof and supersedes and
replaces any and all prior agreements and understandings, either oral or written, with respect to the subjed:
matter hereof. This Agreement may not be modified, altered or amended-except by a written instrument
signed by both parties.
19. REPRESENTAUQN. Dr. Murray hereby represents and warrants that he is licensed in
califomia, Nevada, Texas and Hawaii to practice medidne and to perform any and all selVices required to be
perfonned by him in tf1e United States under this agreement.
20. couNTERPARTS. This Agreement may be executed in oounterparts and delivered by
facsimile or email in a pdf format. each ri which shalf be deemed an original, but all d which together sha.
CDnstitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Los Angeles(
cafifornia and have made it effective as of the day and year first above written.
AEG Uve Productions LLC
Name:
Title: An Authorized Representative
Dated: June 24,2009

: An Authorized Represen tive
Confidential
Dated: June 24/ 2009 "
The Undersigned hereby ClOIIfirms that he has requested Producer to engage Dr. Murray on the
terms set forth herien on behalf of and at the expense of the undersigned:
MICHAEL JACKSON

Michae'ladcson
An individual
Dated: June 24,2009
6
AEGL000127393